Brandywine to Buy Prentiss

Brandywine Realty Trust on Monday said it would buy Prentiss Properties Trust for $3.3 billion in cash and stock, making it one of the largest office real estate investment trusts in the country.

Brandywine would acquire Prentiss assets in Washington, D.C., northern and southern California, Dallas and Austin, Texas, and related land holdings, giving Brandywine a portfolio of 49 million square feet of space.

As part of the deal, Prudential Real Estate Investors would acquire a portfolio with a value of about $753 million of Prentiss assets. Those would include all of Prentiss’ assets in Denver and select assets in California and Washington, D.C.

Brandywine is buying Prentiss for $2.2 billion in cash and debt, plus 35.5 million Brandywine shares. Each holder of Prentiss common shares would receive $21.50 a share in cash and 0.690 Brandywine common shares for each Prentiss share.

That values the transaction at $43 a share, based on a Brandywine share price of $31.16, the company said.

Brandywine said the deal would add 4 cents to 6 cents a share in 2006.

The acquisition is expected to close in the fourth quarter of 2005 or the first quarter of 2006.

Brandywine shares fell 96 cents to $29.69. Prentiss shares rose 96 cents to $41.56.